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<br />NOW THEREFORE, BE IT RESOLVED by the Board of Directors of the Industrial
<br />Development Authority of the City of Santa Ana as follows:
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<br />Section 1. Acts and Conditions Precedent. The Board of Directors has
<br />reviewed all proceedings heretofore taken and has found, as a result of such
<br />review, and hereby finds and determines, that all things, conditions and acts
<br />required by law to exist, happen or be performed precedent to and in
<br />connection with the issuance of the Bonds do exist, have happened and have
<br />been performed in due time, form and manner as required by law, and the Board
<br />of Directors is now duly empowered, pursuant to each and every requirement of
<br />the law, to issue the Bonds in the manner and form provided in this Resolution
<br />and in the Indenture of Trust (the "Indenture"); dated as of November 1, 1988,
<br />between the Authority and Security Pacific National Bank of California as
<br />Trustee.
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<br />Section 2. Authorization of Bonds. Bonds in the aggregate principal
<br />amount of Six Million Five Hundred Thousand Dollars ($6,500,000) are hereby
<br />authorized and directed to be issued by the Authority under and subject to the
<br />terms of the Resolution, the Indenture, and this Resolution. The purpose for
<br />which the Bonds shall be issued is to provide funds to make a loan to the
<br />Company for the purpose of providing financing for the acquisition,
<br />construction and equipping the Project pursuant to the Resolution and the Loan
<br />Agreement, dated as of November 1, 1988, to be entered into between the
<br />Authority and the Company (the "Loan Agreement"). The Bonds shall be
<br />designated the "Industrial Development Authority of the City of Santa Ana,
<br />Variable Rate Demand Industrial Development Revenue Bonds, Series 1988A
<br />(Newport Electronics, Inc. Project)".
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<br />Section 3. Execution of Documents. The following documents (each in the
<br />form submitted to this Authority, together with such changes therein as may be
<br />deemed necessary or advisable and not adverse to the Authority, as shall be
<br />approved by the Executive Director or the Executive Director's designated
<br />representative upon the advice of Bond Counsel to the Authority, such approval
<br />to be conclusively evidenced by the execution thereof as authorized herein) be
<br />and they are hereby approved, that the Chairman or the Chairman's designee be
<br />and is hereby authorized to execute and deliver each such document, and that
<br />the Secretary of this Board is hereby authorized to affix the seal of the
<br />Authority to each such documents as may be required thereby, and to attest the
<br />execution thereof:
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<br />(i) Indenture of Trust, dated as of November 1, 1988, between
<br />Security Pacific National Bank (the "Trustee");
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<br />(ii) Loan Agreement, dated as of November 1, 1988, between the
<br />Authority and the Company;
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<br />(iii) Remarketing Agreement, dated as of November 1, 1988, by and
<br />among the Developer, the Authority and the Bank of America, N.T. & S.A.
<br />(the "Placement Agent");
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<br />(iv) Private Placement Memorandum, dated November 7, 1988;
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<br />(v) Placement Agent Agreement, dated as of November 7, 1988, by and
<br />between the Placement Agent and the Authority;
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